The task
A first-pass contract review is mostly the same reading every time: find the clauses that differ from your standard position and decide which ones matter. Configure an agent to do the finding and quote what it found, so a lawyer opens the document already knowing where the argument is.
What you provide
The draft contract
The counterparty’s paper, including schedules. Draft AG-77 is a services agreement with an uncapped indemnity and a twelve-month term.
Your clause positions
Your preferred wording, your acceptable fallback and your walk-away position for each clause you care about.
Your risk thresholds
The values and terms that change the answer: liability caps, notice periods, governing law and anything your delegation rules escalate.
Give the agent a clear brief
Use these instructions as a starting point, alongside your approved sources and permissions.
For each clause in your positions list, find the corresponding clause in the draft and quote it with its clause number. State whether it meets your preferred position, meets your fallback, or falls outside both. Report a clause as absent when the draft does not address it. Cite the draft for every finding. Do not redraft the contract, propose new wording as agreed language or advise on whether to sign.
How the work comes together
Locate the clauses
Map the draft’s structure onto your positions list. Counterparty paper puts liability in unexpected places, and an absent clause is a finding rather than a gap in the review.
Compare against your positions
Judge each clause against the preferred and fallback wording you supplied. Quote the draft language rather than paraphrasing it, because the paraphrase is what hides the problem.
Rank by what you told it matters
Order the deviations by your own thresholds, not by an invented severity scale. A lawyer should be able to see why a clause was ranked where it was.
Illustrative example · fictional data
Where the argument actually is
An illustrative review of a fictional services agreement against a clause position library. The wording is invented for the example.
| Clause | What the draft says | Against your position |
|---|---|---|
| Liability · AG-77 §11 | “without limitation” for data breach | Outside preferred and fallback |
| Termination · AG-77 §14 | 90 days’ notice, either party | Meets fallback, not preferred |
| Data location | Not addressed anywhere in the draft | Absent, needs adding |
An absent clause is easy to miss on a fast read and is often the one that matters most. It is reported as its own result, not folded into the deviations.
The human review
A qualified lawyer reviews every finding and decides what to negotiate. This playbook prepares a reading, not legal advice, and it does not replace review of the whole document.
Set it up for your team
Write your positions down
Set out the preferred, fallback and walk-away wording for each clause. A review can only be as good as the standard it compares against.
Cover the schedules
Include schedules and annexes in the supplied document. Liability and data terms frequently live outside the body of the agreement.
Decide what escalates
Agree the thresholds that send a finding straight to a senior reviewer, so ranking reflects your delegation rules rather than a generic scale.
Check the result before scaling
Run it against contracts your team has already negotiated and compare the findings with the redlines that were actually raised. Count missed deviations, which matter far more here than extra findings.
Keep the data in the right place
Draft contracts carry commercial terms and negotiating positions before either side has committed. A fully local deployment keeps the draft and the reasoning inside your network throughout the negotiation.
Explore deployment optionsQuestions & answers
Is this legal advice?
No. It locates and quotes clauses against positions you supplied. A qualified lawyer reviews the findings and the whole document before anything is negotiated or signed.
Will it write the redline for us?
This playbook reports deviations and quotes your fallback wording. Producing agreed language is a drafting decision that belongs with a lawyer.
What about a clause the draft does not mention?
It is reported as absent, separately from the deviations. Omissions are the findings most often lost in a fast first read.